AIG Announces Early Participation Results of Its Tender Offers

March 05, 2013 08:30 AM Eastern Standard Time

NEW YORK--(BUSINESS WIRE)--American International Group, Inc. (NYSE: AIG) today announced the
results as of the Early Participation Date of its previously announced
tender offers for (i) certain of AIG’s junior subordinated debentures
denominated in sterling and euros (the “Sterling and Euro Debentures”),
(ii) certain of AIG’s junior subordinated debentures denominated in U.S.
dollars (the “Dollar Debentures”) and (iii) the capital securities
issued by three statutory trusts controlled by SunAmerica Financial
Group Inc., a wholly-owned subsidiary of AIG (“SAFG”), that hold junior
subordinated debentures issued by SAFG and guaranteed by AIG and senior
debentures originally issued by SunAmerica Inc. and assumed by AIG
(collectively, the “SAFG Securities” and, together with the Sterling and
Euro Debentures and the Dollar Debentures, the “Securities”), pursuant
to its offer to purchase dated February 19, 2013 (the “Offer to
Purchase”). In addition, AIG announced that it will purchase Sterling
and Euro Debentures up to an aggregate purchase price of $408 million.
The tender offer caps for the Dollar Debentures and the SAFG Securities
remain unchanged. As previously announced, the Early Participation Date
for the tender offers was 5:00 p.m., New York City time, on March 4,
2013. The complete terms of the tender offers, including certain
capitalized terms used but not defined herein, are set forth in the
Offer to Purchase and, as applicable, the related letter of transmittal.

As of the Early Participation Date, the principal or liquidation amount
of Securities of each series outstanding and validly tendered and not
validly withdrawn, the Hypothetical Clearing Spread and the Total
Consideration per £1,000, €1,000 or $1,000 principal or liquidation
amount were as follows:

If we receive no additional tenders of Securities after the Early
Participation Date, then the actual Clearing Spreads will be the same as
the Hypothetical Clearing Spreads set forth above. If we receive tenders
of Securities after the Early Participation Date at bid spreads above
the Hypothetical Clearing Spreads, the actual Clearing Spreads may
increase and the Total Consideration paid to holders who validly
tendered and did not withdraw their Securities on or prior to the Early
Participation Date may decrease. The actual Clearing Spread, Total
Consideration and Tender Offer Consideration for each series of
Securities will be determined promptly following the Expiration Date (as
defined below).

Holders who validly tendered and did not withdraw their Securities on or
prior to the Early Participation Date, and whose Securities are accepted
for purchase pursuant to the tender offers, will receive the Total
Consideration, which includes an early participation amount of £50, €50
or $50 per £1,000, €1,000 or $1,000 principal or liquidation amount, as
applicable, of Securities validly tendered and accepted for purchase
(the “Early Participation Amount”).

The expiration date of the tender offers is 11:59 p.m., New York City
time, on March 18, 2013, unless extended (the “Expiration Date”).
Holders validly tendering their Securities after the Early Participation
Date and on or prior to the Expiration Date will not be entitled to
receive the Early Participation Amount. The Payment Date will be
promptly following the Expiration Date and is expected to be on or about
March 19, 2013 for the Dollar Debentures and SAFG Securities and on or
about March 20, 2013 for the Sterling and Euro Debentures.

Withdrawal rights for the tender offers have expired and have not been
extended.

This news release does not constitute an offer or an invitation by AIG
to participate in the tender offers in any jurisdiction in which it is
unlawful to make such an offer or solicitation in such jurisdiction.

Certain statements in this press release, including those describing the
completion of the tender offer, constitute forward-looking statements.
These statements are not historical facts but instead represent only
AIG’s belief regarding future events, many of which, by their nature,
are inherently uncertain and outside AIG’s control. It is possible that
actual results will differ, possibly materially, from the anticipated
results indicated in these statements. Factors that could cause actual
results to differ, possibly materially, from those in the
forward-looking statements are discussed throughout AIG’s periodic
filings with the SEC pursuant to the Securities Exchange Act of 1934.

American International Group, Inc. (AIG) is a leading international
insurance organization serving customers in more than 130 countries and
jurisdictions. AIG companies serve commercial, institutional, and
individual customers through one of the most extensive worldwide
property-casualty networks of any insurer. In addition, AIG companies
are leading providers of life insurance and retirement services in the
United States. AIG common stock is listed on the New York Stock Exchange
and the Tokyo Stock Exchange.

AIG is the marketing name for the worldwide property-casualty, life and
retirement, and general insurance operations of American International
Group, Inc. For additional information, please visit our website at www.aig.com.
All products and services are written or provided by subsidiaries or
affiliates of American International Group, Inc. Products or services
may not be available in all jurisdictions, and coverage is subject to
actual policy language. Non-insurance products and services may be
provided by independent third parties. Certain property-casualty
coverages may be provided by a surplus lines insurer. Surplus lines
insurers do not generally participate in state guaranty funds, and
insureds are therefore not protected by such funds.